Common use of Control of Defense Clause in Contracts

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 4 contracts

Samples: Product Acquisition and License Agreement (Shire PLC), Supply Agreement (Barr Pharmaceuticals Inc), Supply Agreement (Barr Pharmaceuticals Inc)

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Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 14.1.1 and 14.1.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall not will not, except as provided in Sections 14.4 below, be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 3 contracts

Samples: Commercialization and License Agreement (Aptalis Pharma Inc), Commercialization and License Agreement (Aptalis Pharma Inc), Commercialization and License Agreement (Aptalis Holdings Inc.)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 15.1.1 and 15.1.2 by giving written notice to the Indemnified Party within thirty (30) days [*] after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 3 contracts

Samples: Collaboration Agreement (Shire Pharmaceuticals Group PLC), Collaboration Agreement (New River Pharmaceuticals Inc), United States Collaboration Agreement (Shire Pharmaceuticals Group PLC)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Section 14.1 or Section 14.2 by giving written notice to the Indemnified Party within thirty (30) days [***] after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint as the lead legal counsel in for the defense of the Third Party Claim any legal counsel it selectsClaim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 2 contracts

Samples: , Development and Commercialization Agreement (Revolution Medicines, Inc.), , Development and Commercialization Agreement (Revolution Medicines, Inc.)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Section 14.1 or Section 14.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint as the lead legal counsel in for the defense of the Third Party Claim any legal counsel it selectsClaim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 2 contracts

Samples: License and Collaboration Agreement (MyoKardia Inc), License and Collaboration Agreement (MyoKardia Inc)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 14.1 and 14.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint as the lead legal counsel in for the defense of the Third Party Claim any legal counsel it selectsClaim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim, except as provided in Section 14.5.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Micromet, Inc.), Collaboration and License Agreement (Micromet, Inc.)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim Claim, subject to indemnification hereunder as provided for in Sections 14.1 or 14.2, by giving written notice to the Indemnified Party within thirty (30) days *** after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint as the lead legal counsel in for the defense of the Third Party Claim any legal counsel it selectsClaim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim, except as provided in Section 14.5.

Appears in 2 contracts

Samples: License Agreement (Immune Design Corp.), License Agreement (Immune Design Corp.)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 15.1.1 and 15.1.2 by giving written notice to the Indemnified Party within thirty (30) days [*] after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 2 contracts

Samples: Supply Agreement (Barr Pharmaceuticals Inc), Supply Agreement (Shire PLC)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 14.1.1 and 14.1.2 by giving written notice to the Indemnified Party within thirty (30) days [*] after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 2 contracts

Samples: Row Territory License Agreement (Shire Pharmaceuticals Group PLC), Row Territory License Agreement (New River Pharmaceuticals Inc)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 18.1 or 18.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint as the lead legal counsel in for the defense of the Third Party Claim any legal counsel it selectsClaim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim, except as provided in Section 18.7.

Appears in 2 contracts

Samples: License and Research Collaboration Agreement (Selecta Biosciences Inc), License and Research Collaboration Agreement (Selecta Biosciences Inc)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 8.1.1 and 8.1.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 2 contracts

Samples: License and Distribution Agreement (Novadel Pharma Inc), License and Distribution Agreement (Novadel Pharma Inc)

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Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in under 6.1 and 6.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 2 contracts

Samples: Product Acquisition and License Agreement (Shire PLC), Supply Agreement (Barr Pharmaceuticals Inc)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 13.1 and 13.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 1 contract

Samples: Collaboration and License Agreement (Micromet, Inc.)

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 11.1.1 and 11.1.2, as applicable, by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s 's receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 1 contract

Samples: Acquisition Agreement (Kos Pharmaceuticals Inc)

Control of Defense. At its option, the Indemnifying Party may shall have the right to assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Section 13.1.1 and 13.1.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall not will not, except as provided in Sections 13.4 and 13.7 below, be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 1 contract

Samples: Marketing, Distribution and Supply Agreement (Biovail Corp International)

Control of Defense. At its option, the Indemnifying indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Articles 12.1 or 12.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint as the lead legal counsel in for the defense of the Third Party Claim any legal counsel it selectsClaim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 1 contract

Samples: Exscientia LTD

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 13.1.1 and 13.1.2, as applicable, by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s 's receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 1 contract

Samples: Supply and Employee Agreement (Kos Pharmaceuticals Inc)

Control of Defense. At its optionoption (and except for any claims, proceedings, or other actions under Article 9), the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification hereunder as provided for in Sections 12.1.1 and 12.1.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel it selects. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

Appears in 1 contract

Samples: License and Commercialization Agreement (Redpoint Bio CORP)

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